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1 | LA_OPT27 v4 June 2013 | 1 | LA_OPT_FSL_OPEN_3RD_PARTY_IP v6 February 2015 |
2 | |||
3 | IMPORTANT. Read the following Freescale Semiconductor Software License | ||
4 | Agreement ("Agreement") completely. By selecting the "I Accept" button at | ||
5 | the end of this page, you indicate that you accept the terms of the Agreement | ||
6 | and you acknowledge that you have the authority, for yourself or on behalf of | ||
7 | your company, to bind your company to these terms. You may then download or | ||
8 | install the file. | ||
2 | 9 | ||
3 | FREESCALE SEMICONDUCTOR SOFTWARE LICENSE AGREEMENT | 10 | FREESCALE SEMICONDUCTOR SOFTWARE LICENSE AGREEMENT |
4 | 11 | ||
5 | IMPORTANT. Read the following Freescale Semiconductor Software | 12 | This is a legal agreement between you, as an authorized representative of your |
6 | License Agreement ("Agreement") completely. By selecting the | 13 | employer, or if you have no employer, as an individual (together "you"), and |
7 | "I Accept" button at the end of this page, you indicate that | 14 | Freescale Semiconductor, Inc. ("Freescale") and its Affiliates. It concerns |
8 | you accept the terms of this Agreement. You may then | 15 | your rights to use the software identified in the Software Content Register |
9 | download the file. | 16 | and provided to you in binary or source code form and any accompanying written |
10 | 17 | materials (the "Licensed Software"). The Licensed Software may include any | |
11 | 18 | updates or error corrections or documentation relating to the Licensed Software | |
12 | This is a legal agreement between you, as an authorized representative | 19 | provided to you by Freescale under this License. In consideration for Freescale |
13 | of your employer (together "you"), and Freescale Semiconductor, Inc. | 20 | allowing you to access the Licensed Software, you are agreeing to be bound by |
14 | ("Freescale") and its Affiliates. It concerns your rights to use this | 21 | the terms of this Agreement. If you do not agree to all of the terms of this |
15 | software and any accompanying written documentation (the "Licensed | 22 | Agreement, do not download or install the Licensed Software. If you change your |
16 | Software"). In consideration for Freescale allowing you to access | 23 | mind later, stop using the Licensed Software and delete all copies of the |
17 | the Licensed Software, you are agreeing to be bound by the terms of | 24 | Licensed Software in your possession or control. Any copies of the Licensed |
18 | this Agreement. If you do not agree to all of the terms of this | 25 | Software that you have already distributed, where permitted, and do not destroy |
19 | Agreement, do not download the Licensed Software. If at any point | 26 | will continue to be governed by this Agreement. Your prior use will also |
20 | you no longer agree to all the terms of this Agreement, stop using | ||
21 | the Licensed Software immediately and delete all copies of the | ||
22 | Licensed Software in your possession or control. Any copies of the | ||
23 | Licensed Software that you have already distributed, where permitted, | ||
24 | and that have not been destroyed, will continue to be governed by | ||
25 | this Agreement. Your prior use of the Licensed Software will also | ||
26 | continue to be governed by this Agreement. | 27 | continue to be governed by this Agreement. |
27 | 28 | ||
28 | Section 1. Definitions | 29 | 1. DEFINITIONS |
30 | |||
31 | 1.1. "Affiliates" means, any corporation, or entity directly or | ||
32 | indirectly controlled by, controlling, or under common control with Freescale. | ||
33 | |||
34 | 1.2. "Essential Patent" means a patent to the limited extent that | ||
35 | infringement of such patent cannot be avoided in remaining compliant with the | ||
36 | technology standards implicated by the usage of any of the Licensed Software, | ||
37 | including optional implementation of the standards, on technical but not | ||
38 | commercial grounds, taking into account normal technical practice and the state | ||
39 | of the art generally available at the time of standardization. | ||
40 | |||
41 | 1.3. "Intellectual Property Rights" means any and all rights under | ||
42 | statute, common law or equity in and under copyrights, trade secrets, and | ||
43 | patents (including utility models), and analogous rights throughout the world, | ||
44 | including any applications for and the right to apply for, any of the | ||
45 | foregoing. | ||
46 | |||
47 | 1.4. "Software Content Register" means the documentation | ||
48 | accompanying the Licensed Software which identifies the contents of the | ||
49 | Licensed Software, including but not limited to identification of any Third | ||
50 | Party Software. | ||
51 | |||
52 | 1.5. "Third Party Software" means, any software included in the | ||
53 | Licensed Software that is not Freescale Proprietary software, and is not open | ||
54 | source software, and to which different license terms may apply. | ||
55 | |||
56 | 2. LICENSE GRANT. | ||
57 | |||
58 | 2.1. Separate license grants to Third Party Software, or other | ||
59 | terms applicable to the Licensed Software if different from those granted in | ||
60 | this Section 2, are contained in Appendix A. The Licensed Software is | ||
61 | accompanied by a Software Content Register which will identify that portion of | ||
62 | the Licensed Software, if any, that is subject to the different terms in | ||
63 | Appendix A. | ||
64 | |||
65 | 2.2. Exclusively in connection with your development and | ||
66 | distribution of product containing a programmable processing unit (e.g. a | ||
67 | microprocessor, microcontroller, or digital signal processor) supplied directly | ||
68 | or indirectly from Freescale ("Authorized System") Freescale grants you a | ||
69 | world-wide, personal, non-transferable, non-exclusive, non-sublicensable, | ||
70 | license, under Freescale's Intellectual Property Rights: | ||
71 | |||
72 | (a) to use and reproduce the Licensed Software only as part of, or | ||
73 | integrated within, Authorized Systems and not on a standalone basis; | ||
74 | |||
75 | (b) to directly or indirectly manufacture, demonstrate, copy, distribute, | ||
76 | market and sell the Licensed Software in object code (machine readable) only as | ||
77 | part of, or embedded within, Authorized Systems in object code form and not on | ||
78 | a standalone basis. Notwithstanding the foregoing, those files marked as .h | ||
79 | files ("Header files") may be distributed in source or object code form, but | ||
80 | only as part of, or embedded within Authorized Systems. | ||
81 | |||
82 | (c) to copy, use and distribute as needed, solely in connection with an | ||
83 | Authorized System, proprietary Freescale information associated with the | ||
84 | Licensed Software for the purpose of developing, maintaining and supporting | ||
85 | Authorized Systems with which the Licensed Software is integrated or | ||
86 | associated. | ||
87 | |||
88 | 2.3. For Freescale Licensed Software provided to you in source code | ||
89 | form (human readable), Freescale further grants to you a worldwide, personal, | ||
90 | non-transferable, non-exclusive, non-sublicensable, license, under Freescale's | ||
91 | Intellectual Property Rights: | ||
29 | 92 | ||
30 | 1.1 "Affiliate" means, any corporation, or entity directly or | 93 | (a) to prepare derivative works of the Licensed Software, only as part of, |
31 | indirectly controlled by, controlling, or under common control with | 94 | or integrated within, Authorized Systems and not on a standalone basis,; |
32 | Freescale. | ||
33 | 95 | ||
34 | 1.2 "Authorized Employees" means your employees or contractors | 96 | (b) to use, demonstrate, copy, distribute, market and sell the derivative |
35 | working at your premises on your behalf under a work for hire agreement. | 97 | works of the Licensed Software in object code (machine readable) only as part |
98 | of, or integrated within, Authorized Systems and not on a standalone basis. | ||
99 | Notwithstanding the foregoing, those files marked as .h files ("Header files") | ||
100 | may be distributed in source or object code form, but only as part of, or | ||
101 | embedded within Authorized Systems. | ||
36 | 102 | ||
37 | 1.3 "Authorized System" means the hardware system(s) or software | 103 | 2.4. You may use subcontractors on your premises to exercise your |
38 | program(s) marketed by you which contains an i.MX processor and for | 104 | rights under Section 2.2 and 2.3 so long as you have an agreement in place with |
39 | which the Licensed Software will be adapted by Licensee pursuant to | 105 | the subcontractor containing confidentiality restrictions no less stringent |
40 | this Agreement and with which the Licensed Software will be integrated. | 106 | than those contained in this Agreement. You will remain liable for your |
107 | subcontractors' adherence to the terms of this Agreement and for any and all | ||
108 | acts and omissions of such subcontractors with respect to this Agreement and | ||
109 | the Licensed Software. | ||
41 | 110 | ||
42 | 1.4 "Essential Patent" means a patent to the limited extent that | 111 | 3. LICENSE LIMITATIONS AND RESTRICTIONS. |
43 | infringement of such patent cannot be avoided in remaining compliant | ||
44 | with the technology standards implicated by the usage of any of the | ||
45 | Licensed Software, including optional implementation of such standards, | ||
46 | on technical but not commercial grounds, taking into account normal | ||
47 | technical practice and the state of the art generally available at | ||
48 | the time of standardization. | ||
49 | 112 | ||
50 | 1.5 "Intellectual Property Rights" means any and all rights under | 113 | 3.1. The licenses granted above in Section 2.3 only extend to |
51 | statute, common law or equity in and under copyrights, trade secrets, | 114 | Freescale intellectual property rights that would be infringed by the Licensed |
52 | and patents (including utility models), and analogous rights throughout | 115 | Software prior to your preparation of any derivative work. |
53 | the world, including any applications for and the right to apply for, | ||
54 | any of the foregoing. | ||
55 | 116 | ||
56 | 1.6 "Licensed Software" means the software and the associated | 117 | 3.2. The Licensed Software is licensed to you, not sold. Title to |
57 | documentation. | 118 | Licensed Software delivered hereunder remains vested in Freescale or |
119 | Freescale's licensor and cannot be assigned or transferred. You are expressly | ||
120 | forbidden from selling or otherwise distributing the Licensed Software, or any | ||
121 | portion thereof, except as expressly permitted herein. This Agreement does not | ||
122 | grant to you any implied rights under any Freescale or third party intellectual | ||
123 | property. | ||
124 | |||
125 | 3.3. You may not translate, reverse engineer, decompile, or | ||
126 | disassemble the Licensed Software except to the extent applicable law | ||
127 | specifically prohibits such restriction. You must prohibit your sub-licensees | ||
128 | from translating, reverse engineering, decompiling, or disassembling the | ||
129 | Licensed Software except to the extent applicable law specifically prohibits | ||
130 | such restriction. | ||
131 | |||
132 | 3.4. You must reproduce any and all of Freescale's (or its third | ||
133 | party licensor's) copyright notices and other proprietary legends on copies of | ||
134 | Licensed Software. | ||
135 | |||
136 | 3.5. If you distribute the Licensed Software to the United States | ||
137 | Government, then the Licensed Software is "restricted computer software" and | ||
138 | is subject to FAR 52.227-19 (c)(1) and (c)(2). | ||
139 | |||
140 | 3.6. You grant to Freescale a non-exclusive, non-transferable, | ||
141 | irrevocable, perpetual, worldwide, royalty-free, sub-licensable license under | ||
142 | your Intellectual Property Rights to use without restriction and for any | ||
143 | purpose any suggestion, comment or other feedback related to the Licensed | ||
144 | Software (including, but not limited to, error corrections and bug fixes). | ||
145 | |||
146 | 3.7. You will not take or fail to take any action that could | ||
147 | subject the Licensed Software to an Excluded License. An Excluded License means | ||
148 | any license that requires, as a condition of use, modification or distribution | ||
149 | of software subject to the Excluded License, that such software or other | ||
150 | software combined and/or distributed with the software be (i) disclosed or | ||
151 | distributed in source code form; (ii) licensed for the purpose of making | ||
152 | derivative works; or (iii) redistributable at no charge. | ||
153 | |||
154 | 3.8. You may not publish or distribute information, results or data | ||
155 | associated with the use of the Licensed Software to anyone other than | ||
156 | Freescale; however you must advise Freescale of any results obtained including | ||
157 | any problems or suggested improvements thereof. Freescale retains the right to | ||
158 | use such results and related information in any manner it deems appropriate. | ||
159 | |||
160 | 4. OPEN SOURCE. Open source software included in the Licensed | ||
161 | Software is not licensed under the terms of this Agreement, but is instead | ||
162 | licensed under the terms of the applicable open source license(s), such as the | ||
163 | BSD License, Apache License or the GNU Lesser General Public License. Your use | ||
164 | of the open source software is subject to the terms of each applicable license. | ||
165 | You must agree to the terms of each applicable license, or you cannot use the | ||
166 | open source software. | ||
167 | |||
168 | 5. INTELLECTUAL PROPERTY RIGHTS. Subject to Freescale's ownership | ||
169 | interest in the underlying Licensed Software, all intellectual property rights | ||
170 | associated with, and title to, your Authorized System will be retained by or | ||
171 | will vest in you. Your modifications to the Licensed Software, and all | ||
172 | intellectual property rights associated with, and title thereto, will be the | ||
173 | property of Freescale. Upon request, you must provide Freescale the source | ||
174 | code of any derivative of the Licensed Software. You agree to assign all, | ||
175 | and hereby do assign all rights, title, and interest to any such modifications | ||
176 | to the Licensed Software to Freescale and agree to provide all assistance | ||
177 | reasonably requested by Freescale to establish, preserve or enforce such right. | ||
178 | Further, you agree to waive all moral rights relating to your modifications to | ||
179 | the Licensed Software, including, without limitation, all rights of | ||
180 | identification of authorship and all rights of approval, restriction, or | ||
181 | limitation on use or subsequent modification. Notwithstanding the foregoing, | ||
182 | you will have the license rights granted in Section 2 hereto to any such | ||
183 | modifications made by you or your licensees. | ||
184 | |||
185 | 6. PATENT COVENANT NOT TO SUE. As partial, material consideration for the | ||
186 | rights granted to you under this Agreement, you covenant not to sue or | ||
187 | otherwise assert your patents against Freescale, a Freescale Affiliate or | ||
188 | subsidiary, or a Freescale licensee of the Licensed Software for infringement | ||
189 | of your Intellectual Property Rights by the manufacture, use, sale, offer for | ||
190 | sale, importation or other disposition or promotion of the Licensed Software | ||
191 | and/or any redistributed portions of the Licensed Software. | ||
192 | |||
193 | 7. ESSENTIAL PATENTS. You are solely responsible for obtaining licenses | ||
194 | for any relevant Essential Patents for your use in connection with technology | ||
195 | that you incorporate into the your product (whether as part of the Licensed | ||
196 | Software or not). | ||
197 | |||
198 | 8. TERM AND TERMINATION. This Agreement will remain in effect unless | ||
199 | terminated as provided in this Section 8. | ||
200 | |||
201 | 8.1. You may terminate this Agreement immediately upon written | ||
202 | notice to Freescale at the address provided below. | ||
58 | 203 | ||
59 | 1.7 "Agreement" means this document and the following Appendices | 204 | 8.2. Either party may terminate this Agreement if the other party |
60 | which are attached hereto and included herein by reference : | 205 | is in default of any of the terms and conditions of this Agreement, and |
206 | termination is effective if the defaulting party fails to correct such default | ||
207 | within 30 days after written notice thereof by the non-defaulting party to the | ||
208 | defaulting party at the address below. | ||
209 | |||
210 | 8.3. Notwithstanding the foregoing, Freescale may terminate this | ||
211 | Agreement immediately upon written notice if you: breach any of your | ||
212 | confidentiality obligations or the license restrictions under this Agreement; | ||
213 | become bankrupt, insolvent, or file a petition for bankruptcy or insolvency, | ||
214 | make an assignment for the benefit of its creditors; enter proceedings for | ||
215 | winding up or dissolution ;are dissolved; or are nationalized or become subject | ||
216 | to the expropriation of all or substantially all of its business or assets. | ||
217 | |||
218 | 8.4. Upon termination of this Agreement, all licenses granted under | ||
219 | Section 2 will expire, except that any licenses extended to end-users pursuant | ||
220 | to Sections 2.2(b), 2.2(c), and 2.3(b), which have been granted prior to such | ||
221 | termination will survive. | ||
222 | |||
223 | 8.5. After termination of this Agreement by either party and upon | ||
224 | Freescale's written request, you will, at your discretion, return to the | ||
225 | Freescale any confidential information including all copies thereof or furnish | ||
226 | to Freescale at the address below, a statement certifying, with respect to the | ||
227 | Licensed Software delivered hereunder that the original and all copies, except | ||
228 | for archival copies to be used solely for dispute resolution purposes, in whole | ||
229 | or in part, in any form, of the Licensed Software have been destroyed. | ||
230 | |||
231 | 8.6. Notwithstanding the termination of this Agreement for any | ||
232 | reason, the terms of Sections 1, 3, 5 through 25 will survive. | ||
233 | |||
234 | 9. SUPPORT. Freescale is not obligated to provide any | ||
235 | support, upgrades or new releases of the Licensed Software under this | ||
236 | Agreement. If you wish, you may contact Freescale and report problems and | ||
237 | provide suggestions regarding the Licensed Software. Freescale has no | ||
238 | obligation to respond to such a problem report or suggestion. Freescale may | ||
239 | make changes to the Licensed Software at any time, without any obligation to | ||
240 | notify or provide updated versions of the Licensed Software to you. | ||
241 | |||
242 | 10. NO WARRANTY. To the maximum extent permitted by law, | ||
243 | Freescale expressly disclaims any warranty for the Licensed Software. The | ||
244 | Licensed Software is provided "AS IS", without warranty of any kind, either | ||
245 | express or implied, including without limitation the implied warranties of | ||
246 | merchantability, fitness for a particular purpose, or non-infringement. You | ||
247 | assume the entire risk arising out of the use or performance of the licensed | ||
248 | software, or any systems you design using the licensed software (if any). | ||
249 | |||
250 | 11. INDEMNITY. You agree to fully defend and indemnify Freescale | ||
251 | from all claims, liabilities, and costs (including reasonable attorney's fees) | ||
252 | related to (1) your use (including your contractors or distributee's use, if | ||
253 | permitted) of the Licensed Software or (2) your violation of the terms and | ||
254 | conditions of this Agreement. | ||
255 | |||
256 | 12. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH | ||
257 | OF SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND | ||
258 | RESTRICTIONS), SECTION 17 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION | ||
259 | 11(INDEMNITY), IN NO EVENT WILL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, | ||
260 | TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR | ||
261 | PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, | ||
262 | LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR | ||
263 | REVENUES, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. FREESCALE'S TOTAL | ||
264 | LIABILITY FOR ALL COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF | ||
265 | OR IN CONNECTION WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS | ||
266 | AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU TO FREESCALE IN | ||
267 | CONNECTION WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED. | ||
61 | 268 | ||
62 | - Appendix A : Other License Grants and Rights | 269 | 13. EXPORT RESTRICTIONS. |
270 | |||
271 | 13.1. Licensed Software (collectively referred to as "items") is | ||
272 | subject to the export control laws of the United States and other countries | ||
273 | that may lawfully control the export of the Licensed Software. Furnishing | ||
274 | support services with respect to Licensed Software that is controlled as | ||
275 | defense or military items may also be subject to such laws. Accordingly, you | ||
276 | agree you will not transfer the Licensed Software or furnish such services | ||
277 | except in compliance with the export laws of the United States and any other | ||
278 | country that may lawfully control the export of the Licensed Software or the | ||
279 | provision of such services. You will indemnify and hold Freescale harmless | ||
280 | from any claims, liabilities, damages, penalties, forfeitures, and associated | ||
281 | costs and expenses (including attorneys' fees) that Freescale may incur due to | ||
282 | your non-compliance with applicable export laws, rules, and regulations. You | ||
283 | will immediately notify Freescale of any violation of any export law, rule, or | ||
284 | regulation, which may affect Freescale or relate to the activities covered | ||
285 | under this Agreement. | ||
286 | |||
287 | 13.2. If an export/import license, permit, or other government | ||
288 | required authority (collectively referred to as "government authorization") | ||
289 | is required for Freescale to transfer the Licensed Software or any other | ||
290 | Freescale property under this Agreement and such government authorization to | ||
291 | non-Freescale party(ies) is not approved, then Freescale is not obligated to | ||
292 | proceed with the transfer until the required government authorization is | ||
293 | granted. | ||
294 | |||
295 | 14. GOVERNMENT CONTRACT COMPLIANCE. | ||
296 | |||
297 | 14.1. If you sell Authorized Systems directly to any government or | ||
298 | public entity, including U.S., state, local, foreign or international | ||
299 | governments or public entities, or indirectly via a prime contractor or | ||
300 | subcontractor of such governments or entities, Freescale makes no | ||
301 | representations, certifications, or warranties whatsoever about compliance with | ||
302 | government or public entity acquisition statutes or regulations, including, | ||
303 | without limitation, statutes or regulations that may relate to pricing, | ||
304 | quality, origin or content. | ||
305 | |||
306 | 14.2. The Licensed Software has been developed at private expense and | ||
307 | is a "Commercial Item" as defined in 48 C.F.R. Section 2.101, consisting of | ||
308 | "Commercial Computer Software", and/or "Commercial Computer Software | ||
309 | Documentation," as such terms are used in 48 C.F.R. Section 12.212 (or | ||
310 | 48 C.F.R. Section 227.7202, as applicable) and may only be licensed to or | ||
311 | shared with U.S.Government end users in object code form as part of, or | ||
312 | embedded within, Authorized Systems. Any agreement pursuant to which you share | ||
313 | the Licensed Software will include a provision that reiterates the limitations | ||
314 | of this document and requires all sub-agreements to similarly contain such limitations. | ||
315 | |||
316 | 15. SAFETY CRITICAL APPLICATIONS | ||
317 | |||
318 | 15.1. In some cases, Freescale may promote certain Licensed Software | ||
319 | for use in safety-related applications. Freescale's goal is to educate | ||
320 | licensees so that they can design their own end-product solutions to meet | ||
321 | applicable functional safety standards and requirements. You make the | ||
322 | ultimate design decisions regarding your products and are solely responsible | ||
323 | for compliance with all legal, regulatory, safety, and security related | ||
324 | requirements concerning your products, regardless of any information or support | ||
325 | that may be provided by Freescale. Accordingly, you will indemnify and hold | ||
326 | Freescale harmless from any claims, liabilities, damages and associated costs | ||
327 | and expenses (including attorneys' fees) that Freescale may incur related to | ||
328 | your incorporation of any Product in a safety-critical application or system. | ||
329 | |||
330 | 15.2. Only Licensed Software that Freescale has specifically | ||
331 | designated as "Automotive Qualified" is intended for use in automotive, | ||
332 | military, or aerospace applications or environments. If you use Licensed | ||
333 | Software that has not been designated as "Automotive Qualified" in an | ||
334 | automotive, military, or aerospace application or environment, you do so at | ||
335 | your own risk. | ||
336 | |||
337 | 15.3. Licensed Software is not intended or authorized for any use in | ||
338 | anti-personnel landmines. | ||
339 | |||
340 | 16. CHOICE OF LAW; VENUE. This Agreement will be governed by, | ||
341 | construed, and enforced in accordance with the laws of the State of Texas, USA, | ||
342 | without regard to conflicts of laws principles, will apply to all matters | ||
343 | relating to this Agreement or the Licensed Software, and you agree that any | ||
344 | litigation will be subject to the exclusive jurisdiction of the state or | ||
345 | federal courts Texas, USA. The United Nations Convention on Contracts for the | ||
346 | International Sale of Goods will not apply to this document. | ||
347 | |||
348 | 17. CONFIDENTIAL INFORMATION. You must treat the Licensed | ||
349 | Software as confidential information and you agree to retain the Licensed | ||
350 | Software in confidence perpetually, with respect to Licensed Software in source | ||
351 | code form (human readable), or for a period of five (5) years from the date of | ||
352 | termination of this Agreement, with respect to all other parts of the Licensed | ||
353 | Software. During this period you may not disclose any part of the Licensed | ||
354 | Software to anyone other than employees who have a need to know of the | ||
355 | Licensed Software and who have executed written agreements obligating them to | ||
356 | protect such Licensed Software to at least the same degree of care as in this | ||
357 | Agreement. You agree to use the same degree of care, but no less than a | ||
358 | reasonable degree of care, with the Licensed Software as you do with your own | ||
359 | confidential information. You may disclose Licensed Software to the extent | ||
360 | required by a court or under operation of law or order provided that you | ||
361 | notify Freescale of such requirement prior to disclosure, which you only | ||
362 | disclose information required, and that you allow Freescale the opportunity | ||
363 | to object to such court or other legal body requiring such disclosure. | ||
364 | |||
365 | 18. TRADEMARKS. You are not authorized to use any Freescale | ||
366 | trademarks, brand names, or logos. | ||
367 | |||
368 | 19. ENTIRE AGREEMENT. This Agreement constitutes the entire | ||
369 | agreement between you and Freescale regarding the subject matter of this | ||
370 | Agreement, and supersedes all prior communications, negotiations, | ||
371 | understandings, agreements or representations, either written or oral, if any. | ||
372 | This Agreement may only be amended in written form, signed by you and | ||
373 | Freescale. | ||
63 | 374 | ||
375 | 20. SEVERABILITY. If any provision of this Agreement is held for | ||
376 | any reason to be invalid or unenforceable, then the remaining provisions of | ||
377 | this Agreement will be unimpaired and, unless a modification or replacement of | ||
378 | the invalid or unenforceable provision is further held to deprive you or | ||
379 | Freescale of a material benefit, in which case the Agreement will immediately | ||
380 | terminate, the invalid or unenforceable provision will be replaced with a | ||
381 | provision that is valid and enforceable and that comes closest to the intention | ||
382 | underlying the invalid or unenforceable provision. | ||
383 | |||
384 | 21. NO WAIVER. The waiver by Freescale of any breach of any | ||
385 | provision of this Agreement will not operate or be construed as a waiver of | ||
386 | any other or a subsequent breach of the same or a different provision. | ||
387 | |||
388 | 22. AUDIT. You will keep full, clear and accurate records with | ||
389 | respect to your compliance with the limited license rights granted under this | ||
390 | Agreement for three years following expiration or termination of this | ||
391 | Agreement. Freescale will have the right, either itself or through an | ||
392 | independent certified public accountant to examine and audit, at Freescale's | ||
393 | expense, not more than once a year, and during normal business hours, all such | ||
394 | records that may bear upon your compliance with the limited license rights | ||
395 | granted above. You must make prompt adjustment to compensate for any errors | ||
396 | and/or omissions disclosed by such examination or audit. | ||
397 | |||
398 | 23. NOTICES. All notices and communications under | ||
399 | this Agreement will be made in writing, and will be effective when received | ||
400 | at the following addresses: | ||
401 | |||
402 | Freescale: Freescale Semiconductor, Inc. | ||
403 | 6501 William Cannon West OE62 | ||
404 | Austin, Texas 78735 | ||
405 | ATTN: General Counsel | ||
406 | |||
407 | You: | ||
408 | The address provided at registration will be used. | ||
409 | |||
410 | 24. RELATIONSHIP OF THE PARTIES. The parties are | ||
411 | independent contractors. Nothing in this Agreement will be construed to create | ||
412 | any partnership, joint venture, or similar relationship. Neither party is | ||
413 | authorized to bind the other to any obligations with third parties. | ||
414 | |||
415 | 25. SUCCESSION AND ASSIGNMENT. This Agreement will be binding | ||
416 | upon and inure to the benefit of the parties and their permitted successors and | ||
417 | assigns. Neither party may assign this Agreement, or any part of this | ||
418 | Agreement, without the prior written approval of the other party, which | ||
419 | approval will not be unreasonably withheld or delayed. | ||
64 | 420 | ||
65 | Section 2. Licenses | ||
66 | 2.1 Separate license grants and rights to Third Party Software, | ||
67 | if different from those granted in this Section 2, are as identified | ||
68 | on Appendix A. | ||
69 | 421 | ||
70 | 2.2 For Freescale Licensed Software, Freescale grants you a | 422 | |
71 | world-wide, personal, non-transferable, non-exclusive, license, under | ||
72 | Freescale's Intellectual Property Rights: | ||
73 | 423 | ||
74 | (a) to use, only as part of, or integrated within, Authorized | ||
75 | Systems and not on a stand alone basis, the Licensed Software; | ||
76 | 424 | ||
77 | (b) to reproduce, only as part of, or integrated within, | ||
78 | Authorized Systems and not on a stand alone basis, the Licensed Software; | ||
79 | 425 | ||
80 | (c) to directly or indirectly manufacture, demonstrate, copy, | 426 | APPENDIX A |
81 | distribute, market and sell the Licensed Software in object code | ||
82 | (machine readable) only as part of, or embedded within, Authorized | ||
83 | Systems in object code form and not on a stand alone basis. | ||
84 | Notwithstanding the foregoing, those files marked as .h files | ||
85 | ("Header files") may be distributed in source or object code form, | ||
86 | but only as part of, or embedded within Authorized Systems. | ||
87 | 427 | ||
88 | (d) to copy, use and distribute as needed, solely in connection | 428 | Other License Grants and Restrictions: |
89 | with an Authorized System, the proprietary information for the purpose | ||
90 | of developing, maintaining and supporting Authorized Systems with which | ||
91 | the Licensed Software is integrated. | ||
92 | 429 | ||
93 | 2.3 For Freescale Licensed Software provided to you in source code | 430 | The Licensed Software may include some or all of the following software, which |
94 | form (human readable), Freescale further grants to you a worldwide, | 431 | is either 1) not Freescale proprietary software or 2) Freescale proprietary |
95 | personal, non-transferable, non-exclusive, license, under Freescale's | 432 | software subject to different terms than those in the Agreement. If the |
96 | Intellectual Property Rights: | 433 | Software Content Register that accompanies the Licensed Software identifies any |
434 | of the following Third Party Software or specific components of the Freescale | ||
435 | Proprietary Software, the following terms apply to the extent they deviate from | ||
436 | the terms in the Agreement: | ||
97 | 437 | ||
98 | (a) to prepare derivative works, only as part of, or integrated | 438 | Third Party Software |
99 | within, Authorized Systems and not on a stand alone basis, of the | ||
100 | Licensed Software; | ||
101 | |||
102 | (b) to use, demonstrate, copy, distribute, market and sell | ||
103 | derivative works of the Licensed Software in object code (machine | ||
104 | readable) only as part of, or integrated within, Authorized Systems | ||
105 | and not on a stand alone basis. Notwithstanding the foregoing, those | ||
106 | files marked as .h files ("Header files") may be distributed in source | ||
107 | or object code form, but only as part of, or embedded within Authorized | ||
108 | Systems. | ||
109 | |||
110 | 2.4 You may use subcontractors on your premises to exercise your | ||
111 | rights under Section 2.2 and 2.3 so long as you have an agreement in | ||
112 | place with the subcontractor containing confidentiality restrictions | ||
113 | no less stringent than those contained in this Agreement. You will | ||
114 | remain liable for your subcontractors' adherence to the terms of this | ||
115 | Agreement and for any and all acts and omissions of such subcontractors | ||
116 | with respect to this Agreement and the Licensed Software. | ||
117 | |||
118 | 2.5 The licenses granted above in section 2.3 only extend to Freescale | ||
119 | intellectual property rights that would be infringed by the Licensed | ||
120 | Software prior to your preparation of any derivative work. | ||
121 | 439 | ||
122 | 2.6 You are solely responsible for obtaining any necessary third | 440 | Use Restrictions |
123 | party approvals and any licenses for any necessary Essential Patents | 441 | |
124 | for their use in connection with technology that you incorporate into | 442 | Atheros |
125 | the your Authorized System (whether as part of the Licensed Software | ||
126 | or not). | ||
127 | |||
128 | 2.7 The Licensed Software is licensed to you, not sold. Title | ||
129 | to Licensed Software delivered hereunder remains vested in Freescale | ||
130 | or Freescale's licensor and cannot be assigned or transferred. You | ||
131 | are expressly forbidden from selling or otherwise distributing the | ||
132 | Licensed Software, or any portion thereof, except as expressly permitted | ||
133 | herein. This Agreement does not grant to you any implied rights under | ||
134 | any Freescale or third party intellectual property. | ||
135 | |||
136 | 2.8 You may not translate, reverse engineer, decompile, or | ||
137 | disassemble the Licensed Software except to the extent applicable | ||
138 | law specifically prohibits such restriction. You must prohibit your | ||
139 | sub-licensees from translating, reverse engineering, decompiling, or | ||
140 | disassembling the Licensed Software except to the extent applicable | ||
141 | law specifically prohibits such restriction. | ||
142 | |||
143 | 2.9 You must reproduce any and all of Freescale's (or its third | ||
144 | party licensor's) copyright notices and other proprietary legends on | ||
145 | copies of Licensed Software. | ||
146 | |||
147 | 2.10 If you distribute the Licensed Software to the United States | ||
148 | Government, then the Licensed Software is "restricted computer software" | ||
149 | and is subject to FAR 52.227-19 (c)(1) and (c)(2). | ||
150 | |||
151 | 2.11 You grant to Freescale a non-exclusive, non-transferable, | ||
152 | irrevocable, perpetual, worldwide, royalty-free, sub-licensable license | ||
153 | under your Intellectual Property Rights to use without restriction and | ||
154 | for any purpose any suggestion, comment or other feedback related to | ||
155 | the Licensed Software (including, but not limited to, error corrections | ||
156 | and bug fixes). | ||
157 | |||
158 | 2.12 You will not take or fail to take any action that could | ||
159 | subject the Licensed Software to an Excluded License. An Excluded | ||
160 | License means any license that requires as a condition of use, | ||
161 | modification and/or distribution of software subject to the Excluded | ||
162 | License, that such software or other software combined and/or distributed | ||
163 | with such software be (A) disclosed or distributed in source code form; | ||
164 | (B) licensed for the purpose of making derivative works; or | ||
165 | (C) redistributable at no charge. | ||
166 | |||
167 | |||
168 | Section 3. Intellectual Property Rights | ||
169 | |||
170 | 3.1 Subject to Freescale's ownership interest in the underlying | ||
171 | Licensed Software, all intellectual property rights associated with, | ||
172 | and title to, your Authorized System will be retained by or will vest in you. | ||
173 | |||
174 | 3.2 Your modifications to the Licensed Software, and all intellectual | ||
175 | property rights associated with, and title thereto, will be the property | ||
176 | of Freescale. You agree to assign all, and hereby do assign all rights, | ||
177 | title, and interest to any such modifications to the Licensed Software | ||
178 | to Freescale and agree to provide all assistance reasonably requested | ||
179 | by Freescale to establish, preserve or enforce such right. Further, | ||
180 | you agree to waive all moral rights relating to your modifications to | ||
181 | he Licensed Software, including, without limitation, any and all rights | ||
182 | of identification of authorship and any and all rights of approval, | ||
183 | restriction, or limitation on use or subsequent modification. | ||
184 | Notwithstanding the foregoing, you will have the license rights granted | ||
185 | in Section 2 hereto to any such modifications made by you or your | ||
186 | licensor's. | ||
187 | |||
188 | |||
189 | Section 4. Patent Covenant not to Sue | ||
190 | |||
191 | 4.1 As partial, material consideration for the rights granted to | ||
192 | you under this Agreement, you covenant not to sue or otherwise assert | ||
193 | your patents against Freescale, a Freescale Affiliate or subsidiary, | ||
194 | or a Freescale licensee of the Licensed Software for infringement of | ||
195 | your Intellectual Property Rights by the manufacture, use, sale, offer | ||
196 | for sale, importation or other disposition or promotion of the Licensed | ||
197 | Software and/or any redistributed portions thereof. | ||
198 | |||
199 | |||
200 | Section 5. Term and Termination | ||
201 | |||
202 | 5.1 This Agreement will remain in effect unless terminated as | ||
203 | provided herein. | ||
204 | |||
205 | 5.2 You may terminate this Agreement immediately upon written | ||
206 | notice to Freescale at the address provided below. | ||
207 | 443 | ||
208 | 5.3 Either party may terminate this Agreement if the other party | 444 | Use of Atheros software is limited to evaluation and demonstration only. |
209 | is in default of any of the terms and conditions of this Agreement, | 445 | Permitted distributions must be similarly limited. Further rights must be |
210 | and termination is effective if the defaulting party fails to correct | 446 | obtained directly from Atheros. |
211 | such default within 30 days after written notice thereof by the | ||
212 | non-defaulting party to the defaulting party at the address below. | ||
213 | 447 | ||
214 | 5.4 Notwithstanding the foregoing, Freescale may terminate this | 448 | ATI (AMD) |
215 | Agreement immediately upon written notice if you: | ||
216 | 449 | ||
217 | (a) breach any of your confidentiality obligations or the | 450 | Distribution of ATI software must be a part of, or embedded within, Authorized |
218 | license restrictions under this Agreement; | 451 | Systems that include a ATI graphics processor core. |
219 | 452 | ||
220 | (b) become bankrupt or insolvent, or file a petition therefore; | 453 | Coding Technologies (Dolby Labs) |
221 | 454 | ||
222 | (c) make an assignment for the benefit of its creditors; | 455 | Use of CTS software is limited to evaluation and demonstration only. Permitted |
456 | distributions must be similarly limited. Further rights must be obtained from | ||
457 | Dolby Laboratories. | ||
223 | 458 | ||
224 | (d) enter proceedings for winding up or dissolution; | 459 | CSR |
225 | 460 | ||
226 | (e) are dissolved; or | 461 | Use of Cambridge Silicon Radio, Inc. ("CSR") software is limited to evaluation |
462 | and demonstration only. Permitted distributions must be similarly limited. | ||
463 | Further rights must be obtained directly from CSR. | ||
227 | 464 | ||
228 | (f) are nationalized or is subject to the expropriation of all | 465 | Freescale Wireless Charging Library |
229 | or substantially all of its business or assets. | ||
230 | 466 | ||
231 | 5.5 Upon termination of this Agreement, all licenses granted under | 467 | License to the Software is limited to use in inductive coupling or wireless |
232 | Section 2 will expire, except that any licenses extended to end-users | 468 | charging applications |
233 | pursuant to Sections 2.2 (c), 2.2 (d) and 2.3 (b) which have been granted | ||
234 | prior to such termination will survive. | ||
235 | 469 | ||
236 | 5.6 After termination of this Agreement by either party and upon | 470 | Global Locate (Broadcom Corporation) |
237 | Freescale's written request, you will, at your discretion, return to the | ||
238 | Freescale any confidential information including any and all copies thereof | ||
239 | or furnish to Freescale at the address below, a statement certifying, with | ||
240 | respect to the Licensed Software delivered hereunder that the original and | ||
241 | all copies, except for archival copies to be used solely for dispute | ||
242 | resolution purposes, in whole or in part, in any form, of the Licensed | ||
243 | Software have been destroyed. | ||
244 | |||
245 | 5.7 Notwithstanding the termination of this Agreement for any reason, | ||
246 | the terms of Sections 1, 2.5 - 2.12, 3, 4, 5.6, 5.7, 7 and 8 will survive. | ||
247 | |||
248 | |||
249 | Section 6. Warranty | ||
250 | |||
251 | 6.1 Freescale warrants that for the 30 day period following your | ||
252 | download of the Licensed Software that the Licensed Software as delivered | ||
253 | is free of material defects in materials and workmanship. | ||
254 | |||
255 | 6.2 If Licensed Software is not as warranted, Freescale will, at its | ||
256 | sole option, and as your exclusive remedy, either refund the fees associated | ||
257 | with such Licensed Software, repair, or replace with the same or equivalent | ||
258 | products that meet this warranty. This warranty does not apply to Licensed | ||
259 | Software that has been subjected to improper testing, assembly, mishandling, | ||
260 | modification, or misuse, whether by you or by others. This warranty will | ||
261 | not be expanded, and no obligation or liability will arise, due to technical | ||
262 | advice or assistance, qualification or testing data, computerized data, | ||
263 | facilities or service Freescale may provide in connection with the Licensed | ||
264 | Software. | ||
265 | |||
266 | 6.3 Freescale does not warrant that the functions contained in the | ||
267 | Licensed Software will meet your requirements or that the operation of the | ||
268 | Licensed Software will be uninterrupted or error free. | ||
269 | |||
270 | 6.4 The warranty recited in this Section 6 extends only to you. | ||
271 | |||
272 | 6.5 THIS WARRANTY RECITED IN THIS SECTION 6 IS IN LIEU OF ALL OTHER | ||
273 | WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY | ||
274 | QUALITY OR FITNESS, AND THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE | ||
275 | UNIFORM COMMERCIAL CODE. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED TO | ||
276 | THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. | ||
277 | |||
278 | |||
279 | Section 7. Indemnification | ||
280 | |||
281 | 7.1 You will defend, indemnify and hold harmless Freescale from any | ||
282 | and all damages claims, liabilities, and costs (including reasonable | ||
283 | attorney's fees) related to your (including contractor's and licensee's) | ||
284 | use of the Licensed Software and/or (2) your (including contractor's and | ||
285 | licensee's) violation of the terms and conditions of this Agreement. You | ||
286 | are excused from this obligation to the extent any such claim arises solely | ||
287 | from the Licensed Software as provided by Freescale. | ||
288 | |||
289 | |||
290 | Section 8. General Provisions | ||
291 | |||
292 | 8.1 Amendments and Waivers. No amendment of any provision of | ||
293 | this Agreement will be valid unless stated in writing and signed by | ||
294 | authorized representatives of each of the parties. No waiver by any party | ||
295 | of any default, misrepresentation or covenant herein, whether intentional | ||
296 | or not, will be deemed to extend any prior or subsequent default, | ||
297 | misrepresentation, or covenant hereunder or affect in any way any rights | ||
298 | arising by virtue of any prior or subsequent occurrence. | ||
299 | |||
300 | 8.2 Choice of Law. This Agreement will be governed by, | ||
301 | construed, and enforced in accordance with the laws of the State of Texas. | ||
302 | |||
303 | 8.3 Confidential Information. You will treat the Licensed Software | ||
304 | as confidential information and you agree to retain the Licensed Software | ||
305 | in confidence perpetually with respect to Licensed Software in source code | ||
306 | form (human readable), or for a period of five (5) years from the date of | ||
307 | termination of this Agreement, with respect to all other parts of the | ||
308 | Licensed Software. During this period you may not disclose any part of | ||
309 | the Licensed Software to others than employees or contractors who have a | ||
310 | need to know of the Licensed Software and who have executed written | ||
311 | agreements obligating them to protect such Licensed Software. You agree | ||
312 | to use the same degree of care, but no less than a reasonable degree | ||
313 | of care, with the Licensed Software as you do with your own confidential | ||
314 | information. You may disclose Licensed Software to the extent required by | ||
315 | a court or under operation of law or order provided that you notify Freescale | ||
316 | of such requirement prior to disclosure, that you only disclose information | ||
317 | required, and that the you allow Freescale the opportunity to object to such | ||
318 | court or other legal body requiring such disclosure. | ||
319 | |||
320 | 8.4 Counterparts. This Agreement may be executed in one or more | ||
321 | original counterparts, all of which together will constitute one agreement, | ||
322 | and facsimile signatures will have the same effect as original signatures. | ||
323 | |||
324 | 8.5 Entire Agreement. This Agreement, including its attachments, | ||
325 | constitutes the entire agreement between the parties regarding the subject | ||
326 | matter hereof, and supersedes all prior communications, negotiations, | ||
327 | understandings, agreements or representations, either written or oral, | ||
328 | by or among the parties regarding such subject matter. | ||
329 | |||
330 | 8.6 Limitation of Liability. EXCLUDING LIABILITY FOR A | ||
331 | BREACH OF SECTION 8.3 (CONFIDENTIALITY), BREACHES OF THE LICENSE GRANTS | ||
332 | IN SECTION 2, OR CLAIMS UNDER SECTION 7, IN NO EVENT WILL EITHER PARTY | ||
333 | BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, | ||
334 | SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT | ||
335 | LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, | ||
336 | COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO THE FULL | ||
337 | EXTENT SUCH MAY BE DISCLAIMED BY LAW. FREESCALE'S TOTAL LIABILITY FOR | ||
338 | ANY AND ALL COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF | ||
339 | OR IN CONNECTION WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS | ||
340 | AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU TO FREESCALE IN | ||
341 | CONNECTION WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED. | ||
342 | 471 | ||
343 | 8.7 Notices. | 472 | Use of Global Locate, Inc. software is limited to evaluation and demonstration |
344 | All notices and communications under this Agreement will be made in writing, | 473 | only. Permitted distributions must be similarly limited. Further rights must |
345 | and will be effective when received at the following addresses: | 474 | be obtained from Global Locate. |
346 | 475 | ||
347 | Freescale: | 476 | Imagination Technologies Limited (IMG) |
348 | Freescale Semiconductor, Inc. | ||
349 | 6501 William Cannon Drive, West | ||
350 | Austin, Texas 78735 | ||
351 | ATTN: General Manager, Multimedia Applications Division | ||
352 | 477 | ||
353 | With a copy to: | 478 | If the Licensed Software includes proprietary software developed by IMG, your |
354 | Freescale Semiconductor, Inc. | 479 | rights are limited to a non-exclusive, world-wide right and non-transferrable |
355 | 6501 William Cannon West OE62 | 480 | and non-sub-licensable license (i) to use and modify the Licensed Software and |
356 | Austin, Texas 78735 | 481 | documentation and (ii) to copy and distribute the Licensed Software only in |
357 | ATTN: Law Director, Multimedia Applications Division | 482 | object code form solely for use on Freescale Rayleigh products. If you are |
483 | provided with the Licensed Software in source code format, you are restricted | ||
484 | to accessing only those deliverables in source code format which are necessary | ||
485 | for you to carry out either specific customization or porting work in | ||
486 | association with Freescale's Rayleigh products or your Authorized System. | ||
358 | 487 | ||
359 | You: The address provided at registration will be used. | 488 | The confidentiality restrictions shall continue in force without limit in time |
489 | notwithstanding the termination or expiration of this Agreement. | ||
360 | 490 | ||
491 | Micrium | ||
361 | 492 | ||
362 | Either party may change its notice information upon notice to the other party. | 493 | uC/OS-II and uC/OS-III is provided in source form for FREE short-term |
494 | evaluation, for educational use or for peaceful research. If you plan or | ||
495 | intend to use uC/OS-II or uC/OS-III in a commercial application/product then, | ||
496 | you need to contact Micrium to properly license uC/OS-II or uC/OS-III for its | ||
497 | use in your application/product. We provide ALL the source code for your | ||
498 | convenience and to help you experience uC/OS-II or uC/OS-III. The fact that | ||
499 | the source is provided does NOT mean that you can use it commercially without | ||
500 | paying a licensing fee. | ||
363 | 501 | ||
364 | 8.8 Relationship of the Parties. The parties are independent | 502 | Microsoft |
365 | contractors. Nothing in this Agreement will be construed to create any | ||
366 | partnership, joint venture, or similar relationship. Neither party is | ||
367 | authorized to bind the other to any obligations with third parties. | ||
368 | 503 | ||
369 | 8.9 Severability. If any provision of this Agreement is held for | 504 | If the Licensed Software includes software owned by Microsoft Corporation |
370 | any reason to be invalid or unenforceable the remaining provisions of | 505 | ("Microsoft"), it is subject to the terms of your license with Microsoft (the |
371 | this Agreement will be unimpaired and, unless a modification or replacement | 506 | "Microsoft Underlying Licensed Software") and as such, Freescale grants no |
372 | of the invalid or unenforceable provision is further held to deprive a | 507 | license to you, beyond evaluation and demonstration in connection with Freescale |
373 | party of a material benefit, in which case the Agreement will immediately | 508 | processors, in the Microsoft Underlying Licensed Software. You must separately |
374 | terminate, the invalid or unenforceable provision will be replaced with a | 509 | obtain rights beyond evaluation and demonstration in connection with the |
375 | provision that is valid and enforceable and that comes closest to the | 510 | Microsoft Underlying Licensed Software from Microsoft. |
376 | parties' intention underlying the invalid or unenforceable provision. | ||
377 | 511 | ||
378 | 8.10 Succession and Assignment. This Agreement will be binding upon | 512 | Microsoft does not provide support services for the components provided to you |
379 | and inure to the benefit of the parties and their permitted successors and | 513 | through this Agreement. If you have any questions or require technical |
380 | assigns. Neither party may assign this Agreement, or any part of this | 514 | assistance, please contact Freescale. Microsoft Corporation is a third party |
381 | Agreement, without the prior written approval of the other party, which | 515 | beneficiary to this Agreement with the right to enforce the terms of this |
382 | approval will not be unreasonably withheld or delayed. | 516 | Agreement. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT AND ITS |
517 | AFFILIATES DISCLAIM ANY WARRANTIES FOR THE MICROSOFT UNDERLYING LICENSED | ||
518 | SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR ITS | ||
519 | AFFILIATES WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY | ||
520 | DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, | ||
521 | INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, | ||
522 | INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, ARISING | ||
523 | FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING LICENSED SOFTWARE. | ||
383 | 524 | ||
384 | 8.11 Unauthorized Use. The Licensed Software is not intended or | 525 | MindTree |
385 | authorized for use in anti-personnel landmines, and you agree that it | ||
386 | will not be used for this purpose. Upon request from Freescale, you will | ||
387 | furnish a written certification that you do not use or permit the use of | ||
388 | the Licensed Software in anti-personnel landmines. The Licensed Software | ||
389 | is not intended or authorized for use in products surgically implanted | ||
390 | into the body, for life support or for other products in which a product | ||
391 | failure could cause personal injury or death. If you permit the uses of | ||
392 | Licensed Software for these unintended or unauthorized uses, you will | ||
393 | fully indemnify, defend, and hold harmless Freescale, its Affiliates, | ||
394 | subsidiaries, officers and directors, employees, and distributors from | ||
395 | all liability related to such use, including attorneys' fees and costs. | ||
396 | |||
397 | 8.12 Export. If, at the time or times of Freescale's | ||
398 | performance hereunder, an export license is required for Freescale to | ||
399 | lawfully export Licensed Software, then the issuance of the appropriate | ||
400 | licenses to Freescale or its subcontractor shall constitute a condition | ||
401 | precedent to Freescale's obligations hereunder. You understand and agree | ||
402 | that you will not by any means or method, export, re-export, resell, ship | ||
403 | or divert or cause to be exported, re-exported, resold, shipped, or | ||
404 | diverted, directly or indirectly, the Licensed Software, or any Freescale | ||
405 | product or technology except as permitted by and in accordance with | ||
406 | the laws and regulations of the United States and, if different than | ||
407 | the United States, the country from which the export or re-export originates. | ||
408 | |||
409 | 8.13 International Sale of Goods. The United Nations Convention | ||
410 | on Contracts for the International Sale of Goods will not apply to this | ||
411 | document. | ||
412 | |||
413 | 8.14 Audit. You will maintain accurate and up-to-date records | ||
414 | pertaining to this Agreement and will grant Freescale or its authorized | ||
415 | agent access to and copies of such records and information as requested | ||
416 | by Freescale that pertain to your obligations under this Agreement. | ||
417 | Such access will be granted upon reasonable advance written notice, | ||
418 | and be conducted during normal business hours with minimal impact to | ||
419 | your business operations, and subject to confidentiality restrictions. | ||
420 | You will maintain such records for a period of at least three (3) years | ||
421 | from the date of termination of this Agreement. You must make prompt | ||
422 | adjustment to compensate for any errors and/or omissions disclosed by | ||
423 | such examination or audit. | ||
424 | 526 | ||
527 | Notwithstanding the terms contained in Section 2.3 (a), if the Licensed | ||
528 | Software includes proprietary software of MindTree in source code format, | ||
529 | Licensee may make modifications and create derivative works only to the | ||
530 | extent necessary for debugging of the Licensed Software. | ||
425 | 531 | ||
426 | APPENDIX A | 532 | MPEG LA |
427 | Other License Grants and Rights: | ||
428 | 533 | ||
429 | The Licensed Software may include some or all of the following software | 534 | Use of MPEG LA audio or video codec technology is limited to evaluation |
430 | which is not Freescale proprietary software and the rights granted herein | 535 | and demonstration only. Permitted distributions must be similarly limited. |
431 | are limited to those rights provided below: | 536 | Further rights must be obtained directly from MPEG LA. |
432 | 537 | ||
433 | Open Source Software. | 538 | MQX RTOS Code |
434 | Open source software is not licensed under the terms of this Agreement, | ||
435 | but is instead licensed under the terms of applicable open source | ||
436 | license(s), such as the BSD License, Apache License or the GNU Lesser | ||
437 | General Public License. Your use of the open source software is subject | ||
438 | to the terms of each applicable license. You must agree to the terms | ||
439 | of each such applicable license, or you should not use the open source | ||
440 | software. | ||
441 | 539 | ||
442 | Vivante | 540 | MQX RTOS source code may not be re-distributed by any FSL Licensee under |
541 | any circumstance, even by a signed written amendment to this Agreement. | ||
443 | 542 | ||
444 | If the Licensed Software includes proprietary software developed by | 543 | Opus |
445 | Vivante, your distribution rights are restricted to providing the | ||
446 | Licensed Software in object code (machine readable), and only as part of, | ||
447 | or embedded within, Authorized Systems that include a Vivante Graphics | ||
448 | Processing Unit. | ||
449 | 544 | ||
450 | Atheros | 545 | Use of Opus software must be consistent with the terms of the Opus license |
546 | which can be found at: http://www.opus-codec.org/license/ | ||
451 | 547 | ||
452 | If the Licensed Software includes proprietary software developed by Atheros, | 548 | Real Networks - its GStreamer Optimized Real Format Client Code implementation |
453 | you must separately obtain rights beyond evaluation and demonstration in | 549 | or OpenMax Optimized Real Format Client Code |
454 | connection with the Atheros software. | ||
455 | 550 | ||
456 | Coding Technologies, acquired by Dolby Laboratories ("CTS") | 551 | Use of the GStreamer Optimized Real Format Client Code, or OpenMax Optimized |
552 | Real Format Client code is restricted to applications in the automotive market. | ||
553 | Licensee must be a final manufacturer in good standing with a current license | ||
554 | with Real Networks for the commercial use and distribution of products | ||
555 | containing the GStreamer Optimized Real Format Client Code implementation or | ||
556 | OpenMax Optimized Real Format Client Code | ||
457 | 557 | ||
458 | If the Licensed Software includes software developed by CTS, you must | 558 | SanDisk Corporation |
459 | separately obtain rights beyond evaluation and demonstration in | ||
460 | connection with the CTS software from Dolby Laboratories. | ||
461 | 559 | ||
462 | Microsoft | 560 | If the Licensed Software includes software developed by SanDisk Corporation |
463 | If the Licensed Software includes software owned by the Microsoft | 561 | ("SanDisk"), you must separately obtain the rights to reproduce and distribute |
464 | Corporation ("Microsoft"), it is subject to the terms of your license | 562 | this software in source code form from SanDisk. Please follow these easy steps |
465 | with Microsoft (the "Microsoft Underlying Software") and as such, | 563 | to obtain the license and software: |
466 | Freescale grants no license to you, beyond evaluation and demonstration | 564 | |
467 | in connection with Freescale processors, in the Microsoft Underlying | 565 | 1. Contact your local SanDisk sales representative to obtain the SanDisk |
468 | Software. You must separately obtain rights beyond evaluation and | 566 | License Agreement. |
469 | demonstration in connection with the Microsoft Underlying Software | 567 | |
470 | from Microsoft. | 568 | 2. Sign the license agreement. Fax the signed agreement to SanDisk USA |
471 | 569 | marketing department at 408-542-0403. The license will be valid when fully | |
472 | Microsoft does not provide support services for the | 570 | executed by SanDisk. |
473 | components provide to you through this Agreement. If you have any | 571 | |
474 | questions or require technical assistance, please contact Freescale. | 572 | 3. If you have specific questions, please send an email to |
475 | Microsoft Corporation is a third party beneficiary to this Agreement | ||
476 | with the right to enforce the terms of this Agreement. | ||
477 | |||
478 | TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT AND ITS FFILIATES | ||
479 | DISCLAIM ANY WARRANTIES FOR THE MICROSOFT UNDERLYING SOFTWARE. | ||
480 | TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR | ||
481 | ITS AFFILIATES WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR | ||
482 | OTHERWISE, FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, | ||
483 | CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED | ||
484 | TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, | ||
485 | COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, ARISING | ||
486 | FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING SOFTWARE. | ||
487 | |||
488 | SanDisk Corporation Software | ||
489 | |||
490 | If the Licensed Software includes software developed | ||
491 | by SanDisk Corporation ("SanDisk"), you must separately obtain | ||
492 | the rights to reproduce and distribute this software in source | ||
493 | code form from SanDisk. Please follow these easy steps to obtain | ||
494 | the license and software: | ||
495 | |||
496 | 1. Contact your local SanDisk sales representative to obtain | ||
497 | the SanDisk License Agreement. | ||
498 | |||
499 | 2. Sign the license agreement. Fax the signed agreement to | ||
500 | SanDisk USA marketing department at 408-542-0403. The license will | ||
501 | be valid when fully executed by SanDisk. | ||
502 | |||
503 | 3. If you have specific questions, please send an email to | ||
504 | sales@sandisk.com | 573 | sales@sandisk.com |
505 | 574 | ||
506 | You may only use the SanDisk Corporation Software on | 575 | You may only use the SanDisk Corporation Licensed Software on products |
507 | products compatible with a SanDisk Secure Digital Card. You may not | 576 | compatible with a SanDisk Secure Digital Card. You may not use the SanDisk |
508 | use the SanDisk Corporation Software on any memory device product. | 577 | Corporation Licensed Software on any memory device product. SanDisk retains |
509 | SanDisk retains all rights to any modifications or derivative works | 578 | all rights to any modifications or derivative works to the SanDisk Corporation |
510 | to the SanDisk Corporation Software that you may create. | 579 | Licensed Software that you may create. |
511 | 580 | ||
512 | Global Locate | 581 | Texas Instruments |
513 | 582 | ||
514 | If the Licensed Software includes software and hardware developed by | 583 | Your use of Texas Instruments Inc. WiLink8 Licensed Software is restricted |
515 | Global Locate, Inc. ("Global Locate"), and acquired by Broadcom | 584 | to Freescale SoC based systems that include a compatible connectivity device |
516 | Corporation, you must separately obtain rights beyond evaluation | 585 | manufactured by TI. |
517 | and demonstration for the Global Locate software from Broadcom Corporation. | ||
518 | 586 | ||
519 | CSR | 587 | Vivante |
520 | 588 | ||
521 | If the Licensed Software includes software and hardware developed | 589 | Distribution of Vivante software must be a part of, or embedded within, |
522 | by Cambridge Silicon Radio, Inc. ("CSR"), you must separately obtain | 590 | Authorized Systems that include a Vivante Graphics Processing Unit. |
523 | rights beyond evaluation and demonstration for the CSR software from CSR. | ||